Exhibit
4.20




 





FIRST SUPPLEMENTAL INDENTURE


 


dated as of July 9, 2008


 


between


 


RITE AID CORPORATION,


 


THE SUBSIDIARY GUARANTORS NAMED HERETO


 


and


 


THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,


 


successor to BNY Midwest Trust Company


 


as Trustee


 


to the


 


INDENTURE


 


dated as of June 4, 2007


 


between,


 


RITE AID CORPORATION,


 


THE SUBSIDIARY GUARANTORS NAMED THEREIN


 


and


 


THE BANK OF NEW YORK TRUST
COMPANY, N.A.


 


as Trustee




 





9.5% SENIOR NOTES DUE 2017


 

















 


THIS FIRST SUPPLEMENTAL
INDENTURE (the “First Supplemental Indenture”), dated
as of July 9, 2008, among Rite Aid Corporation, a Delaware corporation
(the “Company”), each of the subsidiary guarantors of the Company listed
on Schedule I hereto (the “Subsidiary Guarantors”) and The Bank of New
York Mellon Trust Company, N.A. (the “Trustee”), as successor Trustee
under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company has heretofore executed and delivered an
amended and restated indenture dated as of June 4, 2007 (as amended, the “Indenture”),
between the Company, each of the Subsidiary Guarantors and the Trustee,
pursuant to which the Company has issued its 9.5% Senior Notes due 2017 (the “Notes”)
and the Subsidiary Guarantors have provided subsidiary guarantees (the Notes
together with the subsidiary guarantees, the “Securities”);


 


WHEREAS, Section 9.01(a) of the Indenture provides
that without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Subsidiary Guarantors and the Trustee may amend this
Indenture or the Securities and, subject to any other consent required under
the terms of the applicable Second Priority Collateral Documents, the Second
Priority Collateral Documents, in each case without notice to cure any
ambiguity, omission, defect or inconsistency;


 


WHEREAS, “Subsidiary Guarantor” is defined in the Indenture
to mean a party to the Second Priority Subsidiary Guarantee Agreement as of the
Issue Date and any other Person that Guarantees the Securities pursuant to the
Indenture;


 


WHEREAS, PJC Essex Realty LLC, PJC Norwich Realty LLC and PJC
Peterborough Realty II LLC are not a party to the Second Priority Subsidiary
Guarantee Agreement and were included in error on Schedule A to the Indenture;


 


WHEREAS, the Company desires to amend the Indenture to
correct this error by replacing Schedule A of the Indenture with the corrected
Schedule I attached hereto;


 


WHEREAS, the Board of Directors of the Company and the Boards
of Directors, Boards of Managers or Partners of the Subsidiary Guarantors have
authorized and approved the execution and delivery of this First Supplemental
Indenture;


 


WHEREAS, the Company has heretofore delivered or is
delivering contemporaneously herewith to the Trustee (i) an Officers’
Certificate and (ii) an Opinion of Counsel, in accordance with Sections
9.01, 10.04 and 10.05 of the Indenture; and


 


WHEREAS, all conditions necessary to authorize the execution
and delivery of this First Supplemental Indenture and to make this First
Supplemental Indenture valid and binding have been complied with or have been
done or performed.


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:


 


ARTICLE I


 


CAPITALIZED TERMS


 


Section 1.01          General.  Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Indenture.


 

















 


ARTICLE II


 


AMENDMENTS AND WAIVERS


 


Section 2.01           Amendment
to the Indenture. The Indenture is hereby amended by replacing Schedule A
of the Indenture with the corrected Schedule I attached hereto.


 


Section 2.02           Effect
of Amendments. For the avoidance of doubt, from and after the effectiveness
of this First Supplemental Indenture, all references to the Subsidiary
Guarantors in the Indenture shall mean the Subsidiary Guarantors as defined in
the Indenture, but shall not include PJC Essex Realty LLC, PJC Norwich Realty
LLC and PJC Peterborough Realty II LLC.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.01           Ratification
of Indenture; First Supplemental Indenture Part of Indenture.


 


(i)                                     Except as expressly supplemented hereby, the Indenture is in
all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of the Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.  In the event of a conflict between the terms
and conditions of the Indenture and the terms and conditions of this First
Supplemental Indenture, then the terms and conditions of this First
Supplemental Indenture shall prevail.


 


(ii)                                  This First Supplemental Indenture shall become effective upon
its execution and delivery by the Company, the Subsidiary Guarantors and the
Trustee.


 


(iii)                               The Notes include certain of the foregoing provisions from
the Indenture.  Upon the operative date
of this First Supplemental Indenture, such provisions from the Notes shall be
deemed deleted or amended as applicable.


 


Section 3.02           Governing
Law.


 


THE INTERNAL LAW OF THE
STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


Section 3.03           Trustee
Makes No Representation.


 


The recitals contained herein are those of the Company and the
Subsidiary Guarantors and not the Trustee, and the Trustee assumes no
responsibility for the correctness of same. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture. All rights, protections, privileges, indemnities and benefits
granted or afforded to the Trustee under the Indenture shall be deemed
incorporated herein by this reference and shall be deemed applicable to all
actions taken, suffered or omitted by the Trustee under this First Supplemental
Indenture.


 


Section 3.04           Counterparts.


 


The parties may sign any number of copies of this First Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


 


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Section 3.05           Effect
of Headings.


 


The section headings herein are for convenience only and shall not
effect the construction thereof.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed as of the date first
written above.


 


	
   

  	
  RITE AID CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Sari

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  Secretary and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARY
  GUARANTORS 

  
	
   

  	
  LISTED ON SCHEDULE I HERETO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Sari

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON
  TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.G. Donovan

  
	
   

  	
   

  	
  Name:

  	
  D.G. Donovan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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SCHEDULE I


 


	
  1515 West State Street Boise, Idaho, LLC

  
	
  Ann & Government Streets—Mobile, Alabama, LLC

  
	
  Central Avenue & Main Street Petal-MS, LLC

  
	
  Eighth and Water Streets—Urichsville, Ohio, LLC

  
	
  Munson & Andrews, LLC

  
	
  Name Rite, L.L.C.

  
	
  Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC

  
	
  Rite Aid Services, L.L.C.

  
	
  Silver Springs Road—Baltimore, Maryland/One, LLC

  
	
  Silver Springs Road—Baltimore, Maryland/Two, LLC

  
	
  State & Fortification Streets—Jackson, Mississippi, LLC

  
	
  State Street and Hill Road—Gerard, Ohio, LLC

  
	
  Tyler and Sanders Roads, Birmingham—Alabama, LLC

  
	
  1740 Associates, LLC

  
	
  Northline & Dix—Toledo—Southgate, LLC

  
	
  Seven Mile and Evergreen—Detroit, LLC

  
	
  764 South Broadway—Geneva, Ohio, LLC

  
	
  Gettysburg and Hoover—Dayton, Ohio, LLC

  
	
  Mayfield & Chillicothe Roads—Chesterland, LLC

  
	
  112 Burleigh Avenue Norfolk, LLC

  
	
  Fairground, L.L.C.

  
	
  3581 Carter Hill Road—Montgomery Corp.

  
	
  Harco, Inc.

  
	
  K&B Alabama Corporation

  
	
  Rite Aid of Alabama, Inc.

  
	
  Thrifty Corporation

  
	
  Thrifty PayLess, Inc.

  
	
  Rite Aid of Connecticut, Inc.

  
	
  Eagle Managed Care Corp.

  
	
  K&B, Incorporated

  
	
  Rite Aid Corporation

  
	
  Rite Aid Drug Palace, Inc.

  
	
  Rite Aid Hdqtrs. Corp.

  
	
  Rite Aid Hdqtrs. Funding, Inc.

  
	
  Rite Aid of Delaware, Inc.

  
	
  Rite Aid Transport, Inc.

  
	
  Rite Fund, Inc.

  
	
  Rite Investments Corp.

  
	
  Rx Choice, Inc.

  
	
  Rite Aid Realty Corp.

  
	
  Patton Drive and Navy Boulevard Property Corporation

  
	
  Rite Aid of Florida, Inc.

  
	
  Rite Aid of Georgia, Inc.

  
	
  Rite Aid of Illinois, Inc.

  
	
  Rite Aid of Indiana, Inc.

  
	
  Rite Aid of Kentucky, Inc.

  
	
  K&B Louisiana Corporation

  
	
  K&B Services, Incorporated

  
	
  Rite Aid of Maine, Inc.

  
	
  Rite Aid of Massachusetts, Inc.

  
	
  GDF, Inc.

  
	
  READ’s Inc.

  
	
  Rite Aid of Maryland, Inc.

  
	
  Apex Drug Stores, Inc.

  



 


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  PDS-1 Michigan, Inc.

  
	
  Perry Distributors, Inc.

  
	
  Perry Drug Stores, Inc.

  
	
  Ram–Utica, Inc.

  
	
  RDS Detroit, Inc.

  
	
  Rite Aid of Michigan, Inc.

  
	
  K&B Mississippi Corporation

  
	
  Rite Aid of New Hampshire, Inc.

  
	
  657–659 Broad St. Corp.

  
	
  Lakehurst and Broadway Corporation

  
	
  Rite Aid of New Jersey, Inc.

  
	
  Rite Aid of New York, Inc.

  
	
  Rite Aid Rome Distribution Center, Inc.

  
	
  Rite Aid of North Carolina, Inc.

  
	
  4042 Warrensville Center Road—Warrensville Ohio, Inc.

  
	
  5600 Superior Properties, Inc.

  
	
  Broadview and Wallings—Broadview Heights Ohio, Inc.

  
	
  Rite Aid of Ohio, Inc.

  
	
  The Lane Drug Company

  
	
  Keystone Centers, Inc.

  
	
  Rite Aid of Pennsylvania, Inc.

  
	
  537 Elm Street Corporation

  
	
  Rite Aid of South Carolina, Inc.

  
	
  K&B Tennessee Corporation

  
	
  Rite Aid of Tennessee, Inc.

  
	
  K&B Texas Corporation

  
	
  Rite Aid of Vermont, Inc.

  
	
  England Street—Asheland Corporation

  
	
  Rite Aid of Virginia, Inc.

  
	
  5277 Associates, Inc.

  
	
  Rite Aid of Washington, D.C., Inc.

  
	
  Rite Aid of West Virginia, Inc.

  
	
  JCG (PJC) USA, LLC

  
	
  Jean Coutu Group Holdings
  (USA), LLC

  
	
  PJC Dorchester Realty LLC

  
	
  PJC East Lyme Realty LLC

  
	
  PJC Haverhill Realty LLC

  
	
  PJC Hermitage Realty LLC

  
	
  PJC Hyde Park Realty LLC

  
	
  PJC Manchester Realty LLC

  
	
  PJC Mansfield Realty LLC

  
	
  PJC New London Realty LLC

  
	
  PJC Peterborough Realty
  LLC

  
	
  PJC Providence Realty LLC

  
	
  PJC Realty N.E. LLC

  
	
  PJC Revere Realty LLC

  
	
  Maxi Drug South, L.P.

  
	
  Brooks Pharmacy, Inc.

  
	
  Eckerd Corporation

  
	
  EDC Licensing, Inc.

  
	
  Genovese Drug
  Stores, Inc.

  
	
  JCG Holdings (USA), Inc.

  
	
  Maxi Drug North, Inc.

  
	
  Maxi Drug, Inc.

  
	
  P.J.C.
  Distribution, Inc.

  
	
  P.J.C. Realty
  Co., Inc.

  



 


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  PJC Lease
  Holdings, Inc.

  
	
  PJC Special Realty
  Holdings, Inc.

  
	
  The Jean Coutu Group (PJC)
  USA, Inc.

  
	
  Thrift Drug
  Services, Inc.

  
	
  Thrift Drug, Inc.

  
	
  Eckerd Fleet, Inc.

  
	
  PJC of
  Massachusetts, Inc.

  
	
  PJC Realty MA, Inc.

  
	
  EDC Drug Stores, Inc.

  
	
  MC Woonsocket, Inc.

  
	
  PJC of Cranston, Inc.

  
	
  PJC of East
  Providence, Inc.

  
	
  PJC of Rhode
  Island, Inc.

  
	
  P.J.C. of West Warwick, Inc.

  
	
  Maxi Green Inc.

  
	
  PJC of Vermont, Inc.

  



 


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